NCLT Approves Scheme of Amalgamation for JK Cement and Toshali Cements, Streamlining Operations

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The National Company Law Tribunal (NCLT), Allahabad Bench, has sanctioned the merger of JK Cement and its wholly owned subsidiary Toshali Cements. Effective January 1, 2024, the amalgamation aims to enhance operational efficiency, consolidate assets and liabilities, and unlock synergies across eastern India’s cement market.

JK Cement Limited, a leading cement producer in India, has received formal approval from the National Company Law Tribunal (NCLT) for the scheme of amalgamation of Toshali Cements Private Limited with the parent company. The Allahabad Bench sanctioned the merger on September 12, 2025, marking a strategic step towards streamlining JK Cement’s group operations.

The scheme designates January 1, 2024, as the appointed date—the date from which Toshali Cements’ assets, liabilities, and employees will be transferred to JK Cement. Since Toshali is a wholly owned subsidiary, no new shares will be issued during this process.

The consolidation is expected to reduce administrative overhead and improve cost efficiencies by eliminating duplication and simplifying governance structures. It will also enhance the company’s product portfolio and market reach, particularly in eastern India, by combining the production capacity and marketing capabilities of both entities.

The amalgamation scheme received overwhelming support, with 96.59% approval from unsecured creditors by value. Statutory authorities, including the Registrar of Companies, Official Liquidator, and Income Tax Department, had no objections and submitted favorable reports. Plans are in place to handle all pending and potential tax liabilities of Toshali Cements through JK Cement.

The merger is anticipated to create long-term value for shareholders, creditors, employees, and other stakeholders by fostering a focused and efficient business model. JK Cement’s board has approved the merger and plans to file certified copies of the NCLT order with relevant authorities shortly.

Key Highlights

NCLT Allahabad Bench sanctions merger scheme dated September 12, 2025.
Effective appointed date: January 1, 2024.
Toshali Cements’ assets, liabilities, employees transfer to JK Cement; no fresh share issuance.
Strong creditor approval: 96.59% of unsecured creditors in favor.
Regulatory bodies submit no-objection reports; statutory compliance ensured.
Merger expected to optimize operations, strengthen market presence in eastern India.
JK Cement to file NCLT order and comply with all legal requirements.
Board meeting scheduled November 1, 2025, to approve Q2 and H1 financial results.

Sources: NCLT Orders; JK Cement Ltd. Official Announcements; Economic Times; Elite Wealth; BSE Corporate Filings.

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